THESE TERMS INCLUDE, AMONG OTHER THINGS, A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER.

Last Updated: March 10th, 2017

Icode wholesale (RED DOT) ("we," "us," and "our") provides an online marketplace for the resale of certain gift cards in
the United States (the "Services"), which includes and is accessible via: (1) our website published at www.123digitalcode.com
and all of our other websites to which these Terms are posted (collectively, the "Website"); and (2) any services, content, and features made available by us through the Website.
Your access to and use of the Services are subject at all times to these Terms of Services (these "Terms") and our
Privacy Policy,
which is incorporated by this reference into these Terms.
In these Terms, "you" and "your" refer to any user of the Services.

1.
Your Acceptance of these Terms

By accessing or using the Services in any way or by clicking to agree to
these Terms when that option is made available to you, you agree to be
bound by
these Terms. If you do not agree to all the terms and conditions of
these Terms, do not access or use the Services. If your access to or use
of the
Services is prohibited by applicable law, you are not authorized to
access or use the Services. We are not responsible if you access or use
the Services in
any manner that violates applicable law.

2.
changes to these terms

We may, without prior notice or liability to you, discontinue the
Services or modify the Services by adding or removing features or
functionalities. We may
also revise these Terms from time to time in our sole discretion,
subject to applicable law. When we revise these Terms, we will post a
revised version on
the Website. You are free to decide whether or not to accept a revised
version of these Terms, but accepting these Terms, as revised, is
required for your
continued access to and use of the Services. If you do not agree to
these Terms or any revised version of these Terms, your sole recourse is
to terminate
your access to and use of the Services. Except as otherwise expressly
stated by us, your access to and use of the Services are subject to the
version of
these Terms in effect at the time of your access or use.

3.
Additional Terms

In connection with your access to or use of the Services, you may be
subject to additional terms, rules, policies, and conditions imposed by
us ("Additional Terms"), which are hereby incorporated by
reference into these Terms. To the extent of any inconsistency between
these Terms and any Additional Terms,
the Additional Terms will control, unless otherwise expressly provided
by us.

There are currently no fees for the Services, but we reserve the right
to charge fees for the Services in the future. We will notify you before
charging
any fees for the Services by notifying you electronically, by posting
such fees on the Website, as applicable, or by any other method
permitted by
applicable law. If you continue using the Services after such notice,
you must pay all applicable fees for the Services.

4.
our gift card services

(a)
Certain Requirements

In order to buy or sell certain electronic and physical gift cards or merchandise credits (collectively, "Gift Cards")
through the Services, you
must: (i) be 13 years of age or older and have an address and credit
card in the United States; (ii) accept and agree to these Terms,
including our Privacy
Policy and any Additional Terms; (iii) create a user account (an "Account") and maintain your Account in good standing; and (iv) provide all
information requested by us, such as your name, email address, and payment account information ("User Information").
You represent and warrant that
all User Information you provide us from time to time is truthful,
accurate, current, and complete, and you agree not to misrepresent your
identity or your
User Information. You agree to promptly notify us of changes to your
User Information by updating your Account. Our Privacy Policy governs
our collection,
use, storage, and disclosure of User Information.

You are solely responsible for ensuring the confidentiality of your
Account login information and maintaining the security of such
information. You agree
not to authorize any other person to use your Account for any purpose.
Except as otherwise provided by applicable law, you are solely
responsible for all
transactions and other activities authorized or performed using your
Account, whether authorized by you or not. You must notify us
immediately at
support@giftcardzen.com if you believe any of your Account credentials,
such as your password, have been obtained or used by any unauthorized
person or you
become aware of any other breach or attempted breach of the security of
the Services or your Account.

(b)
Buying Gift Cards

Subject to these Terms and our approval, you ("Buyer") may
purchase certain Gift Cards through the Services with a credit card,
debit card, or such
other payment method approved by us. When Buyer purchases an electronic
Gift Card through the Services, we will email the electronic Gift Card
to the email
account designated by Buyer. When Buyer purchases a physical Gift Card,
we will mail it to the address designated by Buyer. We may charge a
shipping and
handling fee to mail physical Gift Cards and, if so, will disclose such
fee prior to any applicable Gift Card sale. We are not responsible for
any Gift
Cards used without your permission or for any lost or stolen Gift Cards.
Risk of loss and title to Gift Cards purchased by Buyer through the
Services pass
to Buyer or the Buyer's designated recipient, as applicable, upon
electronic transmission of the Gift Card to the email address provided
to us or delivery
of the Gift Card to the shipping carrier, as applicable. We are not
liable for any delivery failures for Gift Cards.

Buyer acknowledges and agrees that: (i) Gift Cards are issued by third parties (each, a "Merchant")
and are not issued by RED DOT (ii) the use
and redemption of a Gift Card are subject to certain terms and
conditions (which may include expiration dates, limitations, and fees)
established by the
applicable Merchant; and (iii) we are not responsible, and have no
liability, for: (1) the terms and conditions of Gift Cards; (2) any
products and
services that are acquired with Gift Cards; (3) any unused Gift Card
balances in the event the applicable Merchant goes out of business,
files for
bankruptcy, or otherwise fails to honor Gift Cards; or (4) any other
claims or disputes with any Merchants. If you have any questions about a
Gift Card,
you must contact the applicable Merchant. Terms and conditions for
certain Gift Cards may be available on the applicable Merchant's
website. We may make
certain terms and conditions for Gift Cards available through the
Services solely for your convenience.

(c)
Selling Gift Cards

Subject to these Terms and our approval, you ("Seller") may sell
certain Gift Cards to us through the Services. Once Seller agrees to
sell a Gift
Card to us through the Services, Seller must not take any action that
reduces the value or available balance of the Gift Card. If requested by
us, Seller
must mail any physical Gift Cards to us pursuant to our instructions.
Seller remains responsible for a Gift Card until we receive it. We are
not liable for
any delivery failures for Gift Cards. Upon our confirmation of a Gift
Card's balance and receipt of the physical Gift Card, if applicable, we
will pay the
purchase price to Seller via check, electronic fund transfer to an
account designated by Seller, or such other payment method agreed upon
by us and Seller.
In consideration of our payment of a Gift Card's purchase price, Seller
agrees to irrevocably sell, assign, transfer, convey, and deliver to us,
our
successors, and assigns forever, as absolute owners, without any
restrictions, and in accordance with the procedures detailed herein, all
of Seller's
right, title, and interest in and to the Gift Card.

For each Gift Card sold by Seller to us through the Services, Seller
represents and warrants that: (i) all Gift Card information, including,
but not
limited to, balance information, provided through the Services is true,
accurate, current, and complete; (ii) Seller has good, valid,
marketable, and
lawful title, free of any liens or other encumbrances, to the Gift Card;
(iii) Seller has the unrestricted authority to sell, assign, transfer,
convey, and
deliver the Gift Card to us; (iv) Seller has sole control of the Gift
Card and has not transferred or otherwise made the Gift Card available
to anyone; and
(v) Seller has not retained a way to redeem the Gift Card after the
completion of the sale of the Gift Card to us.

Seller is solely liable for any damages resulting from any untrue,
inaccurate, or incomplete information provided by Seller about a Gift
Card, including,
but not limited to, inaccurate balance information, and from any use of a
Gift Card after Seller agrees to sell a Gift Card to us through the
Services. In
the event that a Merchant refuses to honor a Gift Card because ownership
of the Gift Card was transferred, Seller is liable for the entire
amount of the
purchase price that was paid to Seller for the Gift Card.

(d)
Additional Representations and Requirements

In addition to the other representations and warranties in these Terms,
you represent and warrant that: (i) your purchases and sales of Gift
Cards through
the Services comply with applicable law; and (ii) you will not use the
Services to engage in any illegal, fraudulent, or other illicit
activity. We may
limit the number and amount of Gift Cards that you may purchase and sell
through the Services from time to time without notice or liability to
you. In
connection with a purchase or sale of a Gift Card through the Services,
you must provide such other information and documents as requested by us
to verify
your identity and compliance with these Terms, including, but not
limited to, your representations and warranties herein. For our
compliance purposes and
in order to provide the Services to you, you hereby authorize us to,
directly or through a third party, obtain, verify, and record
information and
documentation for purposes of verifying your identity and your payment
method information. Upon our request and without further consideration,
you must
promptly execute, acknowledge, and deliver all such other instruments
and documents and take all such other actions required to consummate any
purchase or
sale of Gift Cards through the Services.

5.
Ownership and Proprietary Rights in the Services

All right, title, and interest in and to the Services, including any
updates, upgrades, and modifications thereto, and any associated
patents, trademarks,
copyrights, mask work rights, trade secrets, and other intellectual
property rights, belong solely and exclusively to RED DOT and its
licensors, and,
except as expressly set forth in these Terms, we do not grant you any
licenses or other rights, express or implied, to the Services.

You acknowledge and agree that the Services are protected by applicable
copyright, trademark, and other intellectual property laws. All words
and logos
displayed in connection with the Services that are marked by the ™ or ®
symbols are trademarks and service marks of RED DOT and/or their
respective owners. The display of a third-party trademark in connection
with the Services does not mean that we have any relationship with that
third party
or that such third party endorses the Services or RED DOT .

Subject to these Terms, we hereby grant you a limited, revocable,
personal, non-exclusive, and non-transferable right and license to
access and use the
Services solely for your personal, non-commercial, entertainment
purposes. Except as expressly provided by these Terms or as otherwise
expressly permitted
by us, you may not use, modify, disassemble, decompile, reverse
engineer, reproduce, distribute, rent, sell, license, publish, display,
download, transmit,
or otherwise exploit the Services in any form by any means. Without
limiting the foregoing, you agree not to (and not to allow any third
party to): (a) use
any robot, spider, scraper, or other automatic or manual device,
process, or means to access or copy the Services; (b) take any action
that imposes or may
impose (in our sole determination) an unreasonable or a
disproportionately large load on the Services or our infrastructure; (c)
utilize any device,
software, or routine that will interfere or attempt to interfere with
the functionality of the Services; (d) rent, lease, copy, provide access
to or
sublicense any portion of the Services to a third party; (e) use any
portion of the Services to provide, or incorporate any portion of the
Services into,
any product or service provided to a third party; (f) remove or obscure
any proprietary or other notices contained in the Services; or (g) use
the Services
for any illegal or unauthorized purpose. We may, but are not obligated
to, monitor your use of the Services.

6.
Feedback

By submitting or providing materials, suggestions, ideas, data, and other content to us ("Feedback"),
you hereby grant us a royalty-free, worldwide,
perpetual, non-exclusive, unrestricted, irrevocable, transferable, and
sub-licensable right and license to modify, copy, reproduce, distribute,
sell,
publicly display, transmit, delete, make derivative works from, store,
and otherwise exploit Feedback and to allow others to do the same for
any purpose,
including, but not limited to, commercial purposes. You acknowledge and
agree that you will not receive any compensation whatsoever for granting
us this
license to your Feedback, and you hereby completely and irrevocably
waive any moral or similar rights you may have in your Feedback, even if
such Feedback
is altered or changed in a manner not agreeable to you. This includes,
but is not limited to, any claims based on invasion of privacy, idea
misappropriation, other civil rights violations, or defamation. The
license granted under this Section, including the related waiver of any
applicable
moral rights, will survive any termination of these Terms.

7.
Restrictions on Use

Without limiting any of the other terms of these Terms and except as
otherwise expressly permitted by us, you may not: (a) access or use any
part of the
Services for any commercial purpose; (b) access or use the Services for
any illegal purpose; (c) attempt to gain unauthorized access to any
other user's
Account; (d) modify or attempt to modify or in any way tamper with the
Services; (e) access or use the Services in a way that may infringe upon
the
intellectual property or other rights of any third party, including,
without limitation, trademark, copyright, privacy, or publicity rights;
or (f)
interfere with or disrupt networks connected to the Services or violate
the regulations, policies, or procedures of such networks.

8.
Payment Terms

By providing payment method information to us, you represent, warrant,
and covenant that: (a) you are legally authorized to provide such
information to us;
(b) you are legally authorized to perform payments with the payment
method; and (c) such action does not violate the terms and conditions
applicable to
your use of such payment method or applicable law. When you authorize a
payment in connection with the Services, you represent, warrant, and
covenant that
there are sufficient funds or credit available to complete a payment
using the designated payment method.

9.
Third-Party Links

The Services may contain links to third-party websites or services that
are not owned or operated by us or our third-party service providers or
licensors.
We provide such links for your reference only. We do not control such
third-party websites or services and are not responsible for their
availability or
content. Our inclusion of such links does not imply our endorsement of
such third-party websites or services or any association with their
owners or
operators. We assume no liability whatsoever for any such third-party
websites or services or any content, features, products, or practices of
such
third-party websites or services. Your access to and use of such
third-party websites and services are subject to applicable third-party
terms and
conditions and privacy policies. We encourage you to read the terms and
conditions and privacy policy of each third-party website or service
that you visit
or utilize.

10.
suspension and Termination

We may, in our sole discretion, suspend, limit, or terminate your
Account and your access to and use of the Services at any time for any
reason, without
notice or liability to you, including, but not limited to, if we suspect
that your access to or use of the Services violates these Terms or
applicable law.
You may stop using the Services and terminate your Account at any time
by contacting support@giftcardzen.com. Termination of your Account and
your access
to and use of the Services will not affect any of our rights or your
obligations arising under these Terms prior to such termination.
Provisions of these
Terms that, by their nature, should survive termination of your Account
and your access to and use of the Services will survive such
termination.

11.
Indemnification

You agree to indemnify, hold harmless, and (at our request) defend us,
our affiliates, and our and their respective employees, officers,
directors, and
agents from and against all claims, demands, suits, damages, costs,
lawsuits, fines, penalties, liabilities, and expenses, including
reasonable attorneys'
fees, that arise from any third-party claim due to or arising out of:
(a) your use of the Services; (b) your breach or alleged breach of these
Terms; (c)
your violation of applicable law, including, but not limited to,
infringement of third-party intellectual property rights; or (d) your
other actions or
omissions that result in liability to us. We reserve the right, at your
expense, to assume the exclusive defense and control of any matter for
which you
are required to indemnify us under these Terms, and you agree to
cooperate with our defense of these claims.

12.
DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY
UNDERSTAND AND AGREE THAT YOUR ACCESS to AND USE OF THE SERVICES AND ALL
INFORMATION,
PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED
IN OR ACCESSIBLE THROUGH THE SERVICES ARE AT YOUR OWN RISK. TO THE
FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE SERVICES, including the gift cards, ARE
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES
OF ANY
KIND, and WE EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS,
WARRANTIES, EXPRESS OR IMPLIED, statutory, or otherwise, INCLUDING,
WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, and NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE
SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE
UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE
OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF the
gift cards
and ANY other PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL
PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR
EXPECTATIONS; OR (E) ANY
ERRORS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION
OR ADVICE GIVEN BY US OR ANY OF OUR AUTHORIZED REPRESENTATIVES WILL
CREATE ANY
WARRANTY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS Of
IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT
APPLY TO YOU.
HOWEVER, ANY LIMITATION WILL BE CONSTRUED TO MAXIMUM EXTENT PERMITTED
UNDER APPLICABLE LAW.

13.
LIMITATIONs OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, we, our AFFILIATES,
and our OR THEIR respective EMPLOYEES, OFFICERS, DIRECTORS, and agents
will not BE
LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF
OR IN CONNECTION WITH YOUR access to or USE of THE SERVICES OR ANY
INFORMATION,
PRODUCTS, OR OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN
OR ACCESSIBLE through THE SERVICES, INCLUDING, but not limited to, ANY
DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY,
PAIN AND
SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF
BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF
DATA, AND
WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR
OTHERWISE, EVEN IF FORESEEABLE. WITHOUT LIMITING THE FOREGOING and TO
THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, IN THE EVENT YOU OR ANY OTHER PERSON
OR ENTITY IS ENTITLED TO DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION
WITH YOUR
ACCESS, USE, OR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY
INFORMATION, PRODUCTS, OR OTHER CONTENT (INCLUDING THAT OF THIRD
PARTIES) INCLUDED IN OR
ACCESSIBLE through THE SERVICES, THE COLLECTIVE LIABILITY OF RED DOT ,
our AFFILIATES, AND our AND their respective EMPLOYEES, OFFICERS,
DIRECTORS, and
AGENTS, (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR
OTHERWISE) WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

IN ADDITION TO AND WITHOUT LIMITING ANY OF THE FOREGOING, WE WILL HAVE
NO LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION
BEYOND OUR
REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, ACTS OF
TERRORISM, LABOR CONDITIONS, POWER FAILURES, INTERNET DISTURBANCES, OR
any SERVICES
OR SYSTEMS CONTROLLED BY THIRD PARTIES.

THE limitations in this section do NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14.
Notices

We will send all notices and other communications regarding the Services
to you at the email address or physical address you provided for your
Account, as
may be updated by you from time to time. You will be considered to have
received a notice from us regarding the Services when we send it to the
email
address or physical address we have in our records for you or when we
post such notice on the Website.

Except as otherwise provided in these Terms, all notices to us that are
intended to have a legal effect must be in writing and delivered either:
by a means
evidenced by a delivery receipt, to the following address: Red Dot 655 N. central ave, Glendale CA USA 91203 . All
such notices are deemed effective upon documented receipt by us.

15.
Governing Law

These Terms are governed by the laws of the State of California , without
giving effect to any principle that provide for the application of the
law of another
jurisdiction.

For any and all controversies, disputes, demands, claims, or causes of
action between you and us (including the interpretation and scope of
this Section
and the arbitrability of the controversy, dispute, demand, claim, or
cause of action) relating to the Services or these Terms (as well as any
related or
prior agreement that you may have had with us), you and we agree to
resolve any such controversy, dispute, demand, claim, or cause of action
exclusively
through binding and confidential arbitration. In the event of any such
controversy, dispute, demand, claim, or cause of action, the complaining
party must
notify the other party in writing thereof. Within 30 days of such
notice, you and we agree to use reasonable efforts to attempt to resolve
the dispute in
good faith. If you and we do not resolve the dispute within 30 days
after such notice, the complaining party may seek remedies exclusively
through
arbitration. Except as otherwise expressly provided by applicable law,
the demand for arbitration must be made within a reasonable time after
the
controversy, dispute, demand, claim, or cause of action in question
arose, and in any event within two years after the complaining party
knew or should
have known of the controversy, dispute, demand, claim, or cause of
action.

The arbitration will take place in the federal judicial district of your
residence. As used in this Section, "we" and "us" mean RED DOT and
its
subsidiaries, affiliates, predecessors, successors, and assigns and all
of our and their respective employees, officers, directors, agents, and
representatives. In addition, "we" and "us" include any third party
providing any product, service, or benefit in connection with the
Services or these
Terms (as well as any related or prior agreement that you may have had
with us) if such third party is named as a co-party with us in any
controversy,
dispute, demand, claim, or cause of action subject to this Section.

Arbitration will be subject to the Federal Arbitration Act and not any
state arbitration law. The arbitration will be conducted before one
commercial
arbitrator from the American Arbitration Association ("AAA") with
substantial experience in resolving commercial contract disputes. As
modified by
these Terms, and unless otherwise agreed upon by the parties in writing,
the arbitration will be governed by the AAA's Commercial Arbitration
Rules and, if
the arbitrator deems them applicable, the Supplementary Procedures for
Consumer Related Disputes (collectively, the "Rules and Procedures").

You should review this Section carefully. To the maximum extent
permitted by applicable law, you are GIVING UP YOUR RIGHT TO GO TO COURT
to assert or
defend your rights EXCEPT for matters that you file in small claims
court in the state or municipality of your residence or as otherwise
provided in the
Rules and Procedures within the jurisdictional limits of the small
claims court and as long as such matter is only pending in that court.
Additionally,
notwithstanding the agreement to arbitrate included in this Section, you
and we may seek emergency equitable relief in federal court if it has
jurisdiction
or, if it does not, in a state court located in the federal judicial
district of your residence in order to maintain the status quo pending
arbitration,
and you and we hereby agree to submit to the exclusive personal
jurisdiction of the courts located within the federal judicial district
of your residence
for such purpose. A request for interim measures will not be deemed a
waiver of the obligation to arbitrate.

Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge
or jury. You are entitled to a FAIR HEARING, BUT the arbitration
procedures may be
SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators'
decisions are as enforceable as any court order and are subject to VERY
LIMITED
REVIEW BY A COURT.

You and we must abide by the following rules: (A) ANY CLAIMS BROUGHT BY
YOU OR US MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY, AND NOT AS
A
PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING; (B) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE
PERSON'S CLAIMS; MAY
NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS
PROCEEDING; AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) we will pay as much
of your filing
and hearing fees in connection with the arbitration as required by the
Rules and Procedures and/or as the arbitrator deems necessary to prevent
the
arbitration from being cost-prohibitive as compared to the cost of
litigation; (d) we also reserve the right, in our sole and exclusive
discretion, to
assume responsibility for any or all of the costs of the arbitration;
(e) the arbitrator will honor claims of privilege and privacy recognized
at law; (f)
the arbitration will be confidential, and neither you nor we may
disclose the existence, content, or results of any arbitration, except
as may be required
by applicable law or for purposes of enforcement of the arbitration
award; (g) subject to the limitation of liability provisions of these
Terms, the
arbitrator may award any individual relief or individual remedies that
are expressly permitted by applicable law; and (h) each party will pay
its own
attorneys' fees and expenses, unless there is a statutory provision that
requires the prevailing party to be paid its fees and litigation
expenses and the
arbitrator awards such attorneys' fees and expenses to the prevailing
party, and, in such instance, the fees and costs awarded will be
determined by the
applicable law.

This Section will survive termination of these Terms as well as any
voluntary payment of any debt in full by you or any bankruptcy by you or
us. With the
exception of subparts (a) and (b) of this Section (prohibiting
arbitration on a class or collective basis), if any part of this Section
is deemed to be
invalid, unenforceable, or illegal, or otherwise conflicts with the
Rules and Procedures, then the balance of this Section will remain in
effect and will
be construed in accordance with its terms as if the invalid,
unenforceable, illegal, or conflicting part was not contained herein.
If, however, either
subpart (a) or (b) of this Section is found to be invalid,
unenforceable, or illegal, then the entirety of this Section will be
null and void, and neither
you nor we will be entitled to arbitration. If for any reason a
controversy, dispute, demand, claim, or cause of action proceeds in
court rather than in
arbitration, the controversy, dispute, demand, claim, or cause of action
will be exclusively brought in federal court if it has jurisdiction or,
if it does
not, in a state court located in the federal judicial district of your
residence.

If you wish to opt out of the agreement to arbitrate included in this
Section, you must notify us of your election in writing within 30 days
of the date
that you first became subject to these Terms, or within 30 days of the
effective date of any material change to these Terms, by sending a
written notice to
us by certified mail at the following address: Red Dot 655 N. central
ave, Glendale CA USA 91203. Your opt-out notice must include your name,
address, phone
number, and email address.

For more information on the AAA, the Rules and Procedures, and the
process for filing an arbitration claim, you may call the AAA at
800-778-7879 or visit
the AAA website at
http://www.adr.org.

17.
Miscellaneous

These Terms, including our Privacy Policy and any Additional Terms,
constitute the entire agreement between you and us regarding the
Services and supersede
and replace any prior agreements and communications between you and us,
except as expressly set forth herein. These Terms may not be modified,
supplemented, qualified, or interpreted by any trade usage or prior
course of dealing not expressly made a part of these Terms. These Terms
and any rights
hereunder may not be transferred or assigned by you without our prior
written consent, but may be assigned by us without restriction and
without your prior
consent. Any attempted transfer or assignment by you without our prior
written consent will be null and void. No agency, joint venture,
partnership, trust,
or employment relationship is created between you and us by way of these
Terms. Except as provided in Section 16 (1DISPUTE RESOLUTION BY BINDING
ARBITRATION; JURY TRIAL WAIVER; CLASS ACTION WAIVER), the invalidity or
unenforceability of any provision of these Terms will not affect the
validity of
these Terms as a whole and any such provision should be enforced by
authorities, and reconstructed if need be, to apply to the maximum
extent allowable
under applicable law. The failure by us to enforce at any time any of
the provisions of these Terms, to exercise any election or option
provided herein, to
require at any time your performance of any of the provisions herein, or
to enforce our rights under these Terms or applicable law will not in
any way be
construed as a waiver of such provisions or rights. The section headings
used herein are for convenience only and will not be given any legal
import.

18.
Contact Us

If you have any questions regarding these Terms or the Services, please contact us at reddotusa@yahoo.com